CBS Corporation Announces Proposed $1.46 Billion Debt Financing By CBS Radio Inc. In Connection With The Separation Of The CBS Radio Business

Sep

28

2016

NEW YORK, Sept. 28, 2016 /PRNewswire/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced that in connection with its previously announced intention to separate its radio business, CBS Radio Inc. ("CBS Radio") plans to offer $460 million of senior unsecured notes and to enter into a $1 billion senior secured term loan, in each case, subject to market and other conditions.

CBS expects that substantially all of the net proceeds from both the notes offering and the term loan will be distributed to CBS. The remaining net proceeds not used for such distribution will be used by CBS Radio for general corporate purposes and ongoing cash needs.

The notes will be offered and sold in a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The notes to be offered have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Certain statements in this release, including those relating to completion of the debt offering and the proposed use of proceeds, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, without limitation: the satisfaction of customary closing conditions relating to the debt offering; capital market risks; and the impact of general economic or industry conditions. There can be no assurance that the proposed debt offering will be completed on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this news release. We intend these forward-looking statements to speak only as of the time of this release and do not undertake any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments.

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world's largest libraries of entertainment content, making its brand — "the Eye" — one of the most recognized in business. The Company's operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS's businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com.

CBS RADIO is one of the largest major-market broadcast media operators in the United States and the undisputed leader in news and sports radio. Producing original audio and video content, live events and exclusive programming broadcast via on-air, online and mobile platforms, CBS RADIO reaches more than 72 million consumers nationwide each week. As a part of CBS Corporation, the division owns 117 radio stations in 26 markets – including all of the top 10 as ranked by Nielsen Audio – as well as an extensive array of digital assets. CBS RADIO distributes its programming via AM, FM and HD Radio stations, Radio.com and CBS Local Digital Media apps, making engaging with audiences easier than ever before. For more information on CBS RADIO, please visit www.cbsradio.com.

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